Exhibit 3(ii)(a)

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                           AMENDED AND FIRST RESTATED

                                     BYLAWS

                                       OF

                      FRONTIER ADJUSTERS OF AMERICA, INC.,

                             AN ARIZONA CORPORATION










                        ADOPTED AS OF ____________, 2001.

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                                TABLE OF CONTENTS

Offices........................................................................1
     Section 1.1    Principal Office...........................................1
     Section 1.2    Other Offices..............................................1

Meetings of Shareholders.......................................................1
     Section 1.3    Annual Meeting.............................................1
     Section 1.4    Special Meetings...........................................1
     Section 1.5    Notice and Purpose of Meetings; Waiver.....................1
     Section 1.6    Quorum, Manner of Acting and Adjournment...................2
     Section 1.7    Record Date................................................2
     Section 1.8    Presiding Officer; Order of Business.......................3
     Section 1.9    Voting.....................................................3
     Section 1.10   Voting Lists...............................................4
     Section 1.11   Participation in Shareholders' Meeting.....................5
     Section 1.12   Consent of Shareholders in Lieu of Meeting.................5

Board of Directors.............................................................5
     Section 1.13   Powers.....................................................5
     Section 1.14   Number and Term of Office..................................6
     Section 1.15   Qualification and Election.................................6
     Section 1.16   Presiding Officer..........................................6
     Section 1.17   Resignations...............................................7
     Section 1.18   Vacancies..................................................7
     Section 1.19   Removal....................................................7
     Section 1.20   Place of Meeting...........................................7
     Section 1.21   Regular Meetings...........................................8
     Section 1.22   Special Meetings...........................................8
     Section 1.23   Quorum, Manner of Acting, Adjournment,
                    and Action Without Meeting.................................8
     Section 1.24   Committees.................................................8
     Section 1.25   Compensation...............................................9
     Section 1.26   Dividends..................................................9
     Section 1.27   Minutes...................................................10
     Section 1.28   Notice....................................................10
     Section 1.29   Presumption of Assent.....................................10

Notice........................................................................10

Officers......................................................................10
     Section 1.30   Number, Qualifications and Designation....................10
     Section 1.31   Election and Term of Office...............................11
     Section 1.32   Subordinate Officers......................................11
     Section 1.33   Resignations..............................................11
     Section 1.34   Removal...................................................11
     Section 1.35   Vacancies.................................................11

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     Section 1.36   General Powers............................................11
     Section 1.37   The Chair and Vice Chair of the Board.....................11
     Section 1.38   The Chief Executive Officer...............................11
     Section 1.39   The President.............................................12
     Section 1.40   The Vice Presidents.......................................12
     Section 1.41   The Secretary.............................................12
     Section 1.42   The Treasurer.............................................12
     Section 1.43   Officers' Bonds...........................................12
     Section 1.44   Salaries..................................................12

Stock.........................................................................13
     Section 1.45   Issuance..................................................13
     Section 1.46   Shares Without Certificates...............................13
     Section 1.47   Subscriptions for Shares..................................13
     Section 1.48   Transfers.................................................13
     Section 1.49   Share Certificates; Share Record Books....................13
     Section 1.50   Lost, Destroyed, Mutilated or Stolen Certificates.........13
     Section 1.51   Transfer Agent and Registrar..............................14

Miscellaneous.................................................................14
     Section 1.52   Corporate Seal............................................14
     Section 1.53   Checks....................................................14
     Section 1.54   Contracts.................................................14
     Section 1.55   Deposits..................................................14
     Section 1.56   Financial Statements......................................14
     Section 1.57   Corporate Records.........................................15
     Section 1.58   Voting Securities Held by the Corporation.................16
     Section 1.59   Amendment of Bylaws.......................................17

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                        AMENDED AND FIRST RESTATED BYLAWS

                                       OF

                       FRONTIER ADJUSTERS OF AMERICA, INC.


  THESE AMENDED AND FIRST RESTATED BYLAWS ADOPTED BY THE BOARD OF DIRECTORS ON
    JANUARY 24, 2001 SUPERCEDE THE ORIGINAL BYLAWS AND ALL AMENDMENTS TO THE
                                ORIGINAL BYLAWS.


                                    ARTICLE I
                                     OFFICES

     SECTION 1.01 PRINCIPAL  OFFICE.  The principal office of the Corporation in
the State of Arizona  shall be  located at 45 East  Monterey  Way,  Phoenix,  in
Maricopa County,  Arizona or at such other location as may be established by the
board of directors.

     SECTION 1.02 OTHER OFFICES.  The Corporation also may have offices at other
places  within or without the State of Arizona,  as  determined  by the Board of
Directors.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.01 ANNUAL  MEETING.  The board of  directors  may  determine  the
place, date and time of the annual meetings of the shareholders,  but if no such
place,  date and time is fixed,  the meeting for any calendar year shall be held
at the  Corporation's  known place of business at 9 A.M. on the second Friday of
October each year,  commencing in 2001. If that day is not a "Business  day" (as
that term is defined in the Arizona  Business  Corporation  Act, as amended from
time to time (the  "BCA")),  the  meeting  shall be held on the next  succeeding
Business day. At that meeting the shareholders entitled to vote shall elect such
directors  and  transact  such  business as may  properly be brought  before the
meeting.

     SECTION 2.02 SPECIAL MEETINGS.  Special meetings of the shareholders of the
Corporation  may be called at any time by the president,  the secretary,  two or
more  directors,  or the holders of not fewer than  one-tenth  (1/10) of all the
shares entitled to vote at the meeting,  unless otherwise  prohibited by Section
10-2703 of the Arizona Revised Statutes, as it may be amended from time to time,
or by law.

     SECTION 2.03 NOTICE AND PURPOSE OF MEETINGS; WAIVER.

     (a) Written  notice  stating the date,  time and place of meetings  and, in
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called,  shall be delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting,  either  personally or by mail, by an officer of
the  Corporation at the direction of the person or persons  calling the meeting,
to each shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be  delivered  when mailed to the  shareholder  at the
shareholder's  address  as it  appears  on  the  stock  transfer  books  of  the
Corporation.

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     (b) A shareholder may waive any notice required by the BCA, the articles of
incorporation  or these  bylaws  before or after the date and time stated in the
notice.  The waiver shall be in writing,  signed by the shareholder  entitled to
the notice and  delivered  to the  Corporation  for  inclusion in the minutes or
filing  with  the  corporate   records.   A   shareholder's   attendance  at  or
participation  in a meeting (i) waives  objection to lack of notice or defective
notice of the meeting,  unless the  shareholder  at the beginning of the meeting
objects to holding the meeting or transacting  business at the meeting;  or (ii)
waives objection to consideration of a particular  matter at the meeting that is
not within the purpose or purposes  described in the meeting notice,  unless the
shareholder objects to considering the matter when it is presented.

     SECTION 2.04 QUORUM, MANNER OF ACTING AND ADJOURNMENT.

     (a) Shares entitled to vote as a separate voting group may take action on a
matter at a meeting of  shareholders  only if the quorum of those shares  exists
with respect to that matter. Unless otherwise provided by law or the articles of
incorporation,  a majority of the votes entitled to be cast on the matter by the
voting  group  constitutes  a quorum of that  voting  group  for  action on that
matter.  Unless  otherwise  provided in the articles of  incorporation  or these
bylaws,  once a share is represented for any purpose at a meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned  meeting.  If a quorum  exists,  action  on a matter,  other  than the
election of  directors,  by a voting  group is approved if the votes cast within
the voting group  favoring the action exceed the votes cast opposing the action,
unless the  articles of  incorporation  or the BCA  require a greater  number of
affirmative votes.

     (b) Absent special  circumstances,  the shares of the  Corporation  are not
entitled  to  vote  if  they  are  owned  directly  or  indirectly  by a  second
corporation,   domestic  or  foreign,  and  the  Corporation  owns  directly  or
indirectly a majority of the shares entitled to vote for directors of the second
corporation.  This section does not limit the power of the  Corporation  to vote
any shares, including its own shares, held by it in a fiduciary capacity.

     (c) The  affirmative  vote of the  holders of a majority of the shares then
present is sufficient  in all cases to adjourn a meeting to another  date,  time
and place.  Notice need not be given of the adjourned  meeting if the date, time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken.  At the adjourned  meeting the Corporation may transact any business that
might have been  transacted at the original  meeting.  If the adjournment is for
more than one hundred  twenty  (120)  days,  or if after the  adjournment  a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting  shall be given to each  shareholder  of record  entitled to vote at the
meeting.

     SECTION 2.05 RECORD DATE.

     (a) In order that the Corporation may determine the  shareholders  entitled
to notice of a shareholders' meeting, to demand a special meeting, to vote or to
take any other  action,  the  board of  directors  may fix a future  date as the
record date,  which may not be more than seventy (70) days or less than ten (10)

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days before the meeting or action requiring a determination of shareholders.  If
not otherwise  fixed, the record date for determining  shareholders  entitled to
notice of and to vote at an annual or special  shareholders'  meeting is the day
before the effective date of the first notice to shareholders.

     (b) A determination  of shareholders  entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
board of directors fixes a new record date,  which it shall do if the meeting is
adjourned to a date more than one hundred twenty (120) days after the date fixed
for the original meeting.

     SECTION  2.06  PRESIDING  OFFICER;  ORDER  OF  BUSINESS.  Meetings  of  the
shareholders  shall be presided over by the chair of the board of directors,  if
there be one, or if the chair is not present,  by the vice chair of the board of
directors,  if  there  be one,  or if the  vice  chair  is not  present,  by the
president,  or if the president is not present, by a vice president in the order
designated by the board of directors,  or if the vice  president is not present,
by a chair to be chosen by a majority  of the  shareholders  entitled to vote at
the  meeting  who are  present  in  person  or by proxy.  The  secretary  of the
Corporation,  or, in the secretary's absence, an assistant secretary,  shall act
as secretary of every  meeting,  but if neither the  secretary  nor an assistant
secretary is present,  the presiding  officer shall choose any person present to
act as recording secretary of the meeting.

     SECTION 2.07 VOTING.

     (a) Except with respect to the election of directors,  each  shareholder of
record  (except the holder of shares that have been  called for  redemption  and
with respect to which an irrevocable  deposit of funds sufficient to redeem such
shares has been made) shall have the right, at every  shareholders'  meeting, to
one (1) vote for every  share,  and to a  corresponding  fraction of a vote with
respect to every fractional  share, of stock of the Corporation  standing in his
or her name on the books of the Corporation, subject, however, to any provisions
respecting voting rights as may be contained in the articles of incorporation or
any amendments thereto.

     (b) Every  shareholder  entitled to vote at a meeting of shareholders or to
express consent or dissent to corporate  action in writing without a meeting may
authorize another person or persons to act for him or her by proxy.  Every proxy
shall be executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact and shall be filed with the secretary or an assistant secretary
of the  Corporation  before  the taking of any vote on the issue as to which the
proxy  intends  to act.  In the  event any  instrument  granting  a proxy  shall
designate  two or more  persons to act as a proxy,  the majority of such persons
present at the meeting,  or if only one shall be present,  then that one,  shall
have and may exercise all powers  conferred by such  instrument upon the persons
so designated, unless such instrument shall otherwise provide. No proxy shall be
valid after  twelve (12)  months  from the date on the proxy  statement.  A duly
executed proxy shall be irrevocable,  if and only so long as, it is coupled with
an interest  sufficient at law to support an  irrevocable  power. A proxy is not
revoked  by the death or  incapacity  of the maker,  unless,  before the vote is
counted or quorum is  determined,  written  notice of the death or incapacity is
received by the secretary or other agent authorized to tabulate votes before the
proxy exercises the proxy's authority under the appointment.

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     (c)  Shares  standing  in the  name of  another  corporation,  domestic  or
foreign,  may be voted by such  officer,  agent or proxy as the  bylaws  of such
other  corporation may prescribe,  or, in the absence of such provision,  as the
board of directors of such other corporation may determine. The Secretary of the
Corporation  or the  Secretary's  designee,  shall have the authority to require
such  documents  be filed with the  Secretary of the  Corporation  to verify the
authority  and power of any such  officer,  agent or proxy to vote the shares of
the Corporation held by any such other corporation.

     (d) Shares held by an  administrator,  executor,  guardian,  administrator,
conservator or personal  representative may be voted by him, either in person or
by proxy,  without  transfer of shares into his or her name.  Shares standing in
the name of a trustee, other than a receiver, trustee in bankruptcy, or assignee
for the benefit of  creditors  may vote shares  held by such  trustee  without a
transfer of the shares into the trustee's name. Shares standing in the name of a
receiver, trustee in bankruptcy, or assignee for the benefit of creditors may be
voted by such  receiver,  trustee  or  assignee,  either  in person or by proxy,
without the transfer thereof into the receiver's,  trustee's or assignee's name,
if authority to do so is contained in an appropriate order of the court by which
such receiver, trustee or assignee was appointed.

     (e) A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been  transferred into the name of the pledgee and,
thereafter, the pledgee shall be entitled to vote the shares so transferred.

     (f)  If  shares  stand  in  the  names  of two  or  more  persons,  whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or tenants by community property or otherwise, or if two or more
persons have the same fiduciary relationship  respecting the same shares, unless
the  Corporation is given written notice to the contrary and is furnished with a
copy of the instrument or order  appointment  them or creating the  relationship
wherein  it is so  provided,  their acts with  respect to voting  shall have the
following effects:

          (i)     If only one  votes,  his or her act  binds  all  others in the
                  relationship;

          (ii)    If more than one votes,  the acts of the majority so binds all
                  others in the relationship; and

          (iii)   If more than one  votes,  but the vote is evenly  split on any
                  particular  matter,  each  faction  may  vote  the  shares  in
                  question proportionately.

     SECTION 2.08 Voting Lists.

     (a) After fixing a record date for a meeting, the Corporation shall prepare
an alphabetical list of the names of all of its shareholders who are entitled to
notice of a shareholders'  meeting.  The list shall be arranged by voting group,
and within  each voting  group by class or series of shares,  and shall show the
address of and number of shares held by each shareholder.

     (b) The  shareholders'  list  shall  be  available  for  inspection  by any
shareholder,  beginning  two (2)  business  days after  notice of the meeting is
given for which the list was prepared and continuing through the meeting, at the

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Corporation's  principal office, the office of the Corporation's  transfer agent
if specified in the meeting notice or at another place identified in the meeting
notice in the city where the meeting will be held. A  shareholder,  its agent or
its attorney on written demand may inspect and,  subject to the  requirements of
Section 10-1602 of the BCA, may copy the list, during regular business hours and
at its expense, during the period it is available for inspection.

     (c) The  Corporation  shall make the  shareholders'  list  available at the
meeting, and any shareholder,  its agent or its attorney may inspect the list at
any time during the meeting or any adjournment.

     (d) Refusal or failure to prepare or make available the shareholders'  list
does not affect the validity of action taken at the meeting.

     SECTION 2.09 PARTICIPATION IN SHAREHOLDERS' MEETING. Unless the articles of
incorporation  or these bylaws  provide  otherwise,  the board of directors  may
permit  any  or  all  shareholders  to  participate  in  an  annual  or  special
shareholders'  meeting by or conduct  the  meeting  through  use of any means of
communication by which all shareholders  participating may  simultaneously  hear
each other during the meeting.  If the board of directors in its sole discretion
elects to permit participation by such means of communication, the notice of the
meeting shall specify how a shareholder  may  participate in the meeting by such
means  of  communication.  The  participation  may be  limited  by the  board of
directors  in  its  sole   discretion   to  specified   locations  or  means  of
communications. A shareholder participating in a meeting by this means is deemed
to be present in person at the meeting.

     SECTION 2.10 CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Action required or
permitted by law to be taken at a  shareholder's  meeting may be taken without a
meeting if the action is taken by all of the  shareholders  entitled  to vote on
the  action.  The  action  must be  evidenced  by one or more  written  consents
describing the action taken, signed by all of the shareholders  entitled to vote
on the action and delivered to the  Corporation  for inclusion in the minutes or
filing with the corporate  records.  A consent signed under this section has the
effect of a meeting vote.

     If not otherwise  fixed in  accordance  with Section 2.05 hereof or by law,
the record date for determining  shareholders  entitled to take action without a
meeting is the date the first  shareholder  signs the consent.  Unless otherwise
specified in the consent or  consents,  the action is effective on the date that
the last shareholder  signs the consent or consents.  Any shareholder may revoke
its consent by delivering a signed revocation of the consent to the president or
secretary  before  the date  that the last  shareholder  signs  the  consent  or
consents.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.01 POWERS. The Corporation shall have a board of directors, which
shall have full power to conduct, manage, and direct the business and affairs of
the Corporation,  except as specifically reserved or granted to the shareholders
or otherwise limited by law, the articles of  incorporation,  these bylaws or an
agreement authorized under Section 10-732 of the BCA.

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     SECTION  3.02  NUMBER  AND TERM OF  OFFICE.  The board of  directors  shall
consist  of such  number of  directors,  not fewer  than three (3) nor more than
fifteen (15) as may be  determined  from time to time by resolution of the board
of directors. Except as hereinafter provided,  directors shall be elected at the
annual  meeting of the  shareholders  and each director shall serve until his or
her  successor  shall be  elected  and  qualified,  or until his or her  earlier
resignation or removal.

     SECTION 3.03 QUALIFICATION AND ELECTION.

     (a) All directors of the  Corporation  shall be natural persons of at least
18 years of age,  and need not be residents  of Arizona or  shareholders  of the
Corporation,  unless the articles of incorporation provide otherwise.  Except in
the case of vacancies, directors shall be elected by the shareholders.  Upon the
demand of any  shareholder  at any meeting of  shareholders  for the election of
directors, the chair of the meeting shall call for and shall afford a reasonable
opportunity  for the making of  nominations  for the office of director.  If the
board of  directors  is  classified  with  respect to the power of  shareholders
and/or  voting  groups  to  elect  directors  or with  respect  to the  terms of
directors and if, due to a vacancy or vacancies or otherwise,  directors of more
than one class are to be elected,  each class of  directors to be elected at the
meeting shall be nominated and elected separately.  Any shareholder may nominate
as many persons for the office of director as there are  positions to be filled.
If  nominations  for the  office  of  director  have been  called  for as herein
provided,  only candidates who have been nominated in accordance  herewith shall
be eligible for election.

     (b) At each election for directors  every  shareholder  entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder for as many persons as there are directors to be
elected  and for  whose  election  the  shareholder  has a right to vote,  or to
cumulate the  shareholder's  votes by giving one  candidate as many votes as the
number of such directors  multiplied by the number of the  shareholder's  shares
shall  equal,  or by  distributing  such votes on the same  principle  among any
number of such candidates.  The candidates receiving the highest number of votes
from each class or group of classes entitled to elect directors separately up to
the number of  directors  to be elected  in the same  election  by such class or
group of classes shall be elected.

     SECTION 3.04 PRESIDING OFFICER. Meetings of the board of directors shall be
presided over by the chair of the board, if there be one, or if the chair is not
present,  by the vice chair of the board,  if there be one, or if the vice chair
is not present, by the president,  or if the president is not present, by a vice
president,  in the order  designated by the board of  directors,  or if the vice
president is not present,  by a chair to be chosen by a majority of the board of
directors  at  the  meeting.  The  secretary  of  the  Corporation,  or,  in the
secretary's  absence,  an assistant  secretary,  shall act as secretary of every
meeting, but if neither the secretary nor an assistant secretary is present, the
chair of the  meeting  shall  choose  any  person  present  to act as  recording
secretary of the meeting.

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     SECTION 3.05  RESIGNATIONS.  Any director of the  Corporation may resign at
any time by giving written notice to the board of directors or its chair,  or to
the  president  or  secretary  of the  Corporation.  Such  resignation  shall be
effective  when it is delivered  unless the notice  specifies a later  effective
date or event. The acceptance of a resignation shall not be necessary to make it
effective.

     SECTION 3.06 VACANCIES.

     (a) Unless the articles of incorporation  provide  otherwise,  if a vacancy
occurs on the board of directors, including a vacancy resulting from an increase
in the number of directors,  either the shareholders may fill the vacancy or the
board of directors may fill the vacancy.  If the  directors  remaining in office
constitute  fewer than a quorum of the board,  they may fill the  vacancy by the
affirmative  vote of a majority  of all of the  directors  remaining  in office.
Except, however, if the vacant office was held by a director elected by a voting
group of  shareholders,  only the  holders  of shares of that  voting  group are
entitled to vote to fill the vacancy if it is to be filled by the shareholders.

     (b) A  vacancy  that will  occur at a  specific  later  date by reason of a
resignation  effective at a later date may be filled before the vacancy  occurs.
However, the new director may not take office until the vacancy occurs.

     (c) If at any time by reason of death or  resignation  or other cause,  the
Corporation has no directors in office,  any officer or any shareholder may call
a special meeting of shareholders.

     SECTION 3.07 REMOVAL.

     (a) The shareholders may remove one or more directors with or without cause
unless the articles of incorporation  provide that directors may be removed only
for cause. If a director is elected by a voting group of shareholders,  only the
shareholders  of that  voting  group may  participate  in the vote to remove the
director.  If less than the entire board is to be removed,  a director shall not
be  removed  if the  number  of votes  sufficient  to elect the  director  under
cumulative voting is voted against the director's removal.

     (b) A director may be removed by the  shareholders  only at a meeting,  and
the meeting  notice  shall state that the purpose or one of the  purposes of the
meeting is removal of the director.

     SECTION 3.08 PLACE OF MEETING.

     (a) The board of  directors  may hold its  meetings  within or without  the
State of Arizona at such place or places as the board of directors may from time
to time appoint, or as may be designated in the notice calling the meeting.

     (b)  Meetings  may be held by  means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can simultaneously hear each other during the meeting, and participation
in such a meeting shall constitute presence in person at such meeting.

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     SECTION 3.09 REGULAR  MEETINGS.  Within  thirty (30) days after each annual
election of directors or other meeting at which the entire board of directors is
elected,  the newly  elected  board of  directors  shall meet for the purpose of
organization,  for the election of such officers as they wish to consider at the
time and for the  transaction of any other business.  Other regular  meetings of
the  board of  directors  shall be held at such  times  and  places  as shall be
designated  from time to time by resolution  of the board of  directors.  If the
date  fixed for any  regular  meeting is a legal  holiday  under the laws of the
place where such  meeting is to be held,  then the meeting  shall be held on the
next  succeeding  business  day, or at such other time as may be  determined  by
resolution of the board of directors.  At regular meetings,  the directors shall
transact such business as may properly be brought before the meeting.  Notice of
regular meetings need not be given.

     SECTION 3.10 SPECIAL  MEETINGS.  Special meetings of the board of directors
shall be held whenever called by the chair of the board, the president or two or
more of the  directors.  Notice  of each  such  meeting  shall  be given to each
director by telephone or in writing at least twenty-four (24) hours (in the case
of notice by  telephone)  or  forty-eight  (48)  hours (in the case of notice by
telegram)  or three (3) days (in the case of notice by mail)  before the time at
which the meeting is to be held.  Every such notice  shall state the date,  time
and place of the  meeting,  but need not  describe  the  purpose of the  meeting
unless  required by the articles of  incorporation,  these bylaws or provided by
law.

     SECTION  3.11 QUORUM,  MANNER OF ACTING,  ADJOURNMENT,  AND ACTION  WITHOUT
MEETING.  A majority of the directors in office  immediately  before the meeting
begins shall  constitute  a quorum for the  transaction  of business.  Except as
otherwise specified in the articles of incorporation or these bylaws or provided
by law, the acts of a majority of the directors  present at a meeting at which a
quorum is present  shall be the acts of the board of  directors.  The  directors
shall act only as a board and the  individual  directors  shall have no power as
such; provided,  however,  that any action that may be taken at a meeting of the
board or of a  committee  may be taken  without a meeting  if all  directors  or
committee members, as the case may be, consent thereto in writing.  Such consent
shall have the same effect as a unanimous  meeting vote,  and is effective  when
the last director  signs the consent,  unless the consent  specifies a different
effective date.

     SECTION 3.12 COMMITTEES.

     (a) The  board of  directors  may  create  one or more  committees  and may
appoint  members  of the board of  directors  to serve on them.  Each  committee
member  shall serve at the pleasure of the board of  directors.  The creation of
committees,  the  designation  of authority of  committees,  the  dissolution of
committees  and the  appointment  and removal of members of committees  shall be
approved by the greater of (i) a majority of all of the directors in office when
the action is taken and (ii) a majority of the directors present at a meeting at
which a quorum is present.  The board of  directors  may  designate  one or more
directors  as  alternate  members of any  committee,  who may replace any absent
member at any meeting of the committee.

     (b) Except as otherwise provided in this Section, each committee shall have
and  exercise  all or any of the  authority  of the  board of  directors  in the
management  of the  business  and affairs of the  Corporation,  as provided in a
resolution of the board of directors.

                                        8
<PAGE>
     (c) No committee of the board of directors  shall have the authority of the
board of directors with respect to:

          (i)     Authorizing distributions;

          (ii)    Approving  or  submitting  to  shareholders  any  action  that
                  requires shareholder approval;

          (iii)   Filling  vacancies  on the board of directors or on any of its
                  committees;

          (iv)    Amending the articles of incorporation;

          (v)     Adopting, amending or repealing bylaws;

          (vi)    Approving a plan of merger not requiring shareholder approval;

          (vii)   Authorizing or approving  reacquisition  of the  Corporation's
                  shares,  except according to a formula or method prescribed by
                  the board of directors;

          (viii)  Authorizing  or approving the  issuance,  sale or contract for
                  sale of shares or  determining  the  designation  and relative
                  rights,  preferences  and  limitations of a class or series of
                  shares,  except according to a formula or method  specifically
                  prescribed by the board of directors; or

          (ix)    Fixing the  compensation of directors for serving on the board
                  of directors or on any committee of the board of directors.

     (d) Sections 3.08,  3.10,  3.11, and 3.13 shall be applicable to committees
of the board of directors.

     SECTION 3.13 COMPENSATION.  Directors,  and members of any committee of the
board of directors,  shall be entitled to such reasonable compensation for their
services as  directors  and members of any such  committee  as may be fixed from
time to time by resolution of the board of directors, and also shall be entitled
to  reimbursement  for  any  reasonable  expenses  incurred  in  attending  such
meetings.  Any  director or member of any  committee  of the board of  directors
receiving  compensation  under these provisions shall not be barred from serving
the Corporation in any other capacity and receiving reasonable  compensation for
such other services.

     SECTION  3.14  DIVIDENDS.  Except as  limited  by law and the  articles  of
incorporation, the board of directors shall have full power to determine whether
any, and, if so, what part,  of the funds  legally  available for the payment of
dividends  shall be declared in dividends  and paid to the  shareholders  of the
Corporation.  The  board of  directors  may fix a sum that may be set  aside for
working  capital or as a reserve for any proper  purpose,  and from time to time
may increase, diminish or vary such fund.

                                        9
<PAGE>
     SECTION 3.15 MINUTES. The Corporation shall keep minutes of the proceedings
of its board of directors and committees thereof.

     SECTION 3.16 NOTICE.  A director may waive any notice  required by the BCA,
the articles of  incorporation or these bylaws before or after the date and time
stated in the notice. Except as described below, the waiver shall be in writing,
signed  by the  director  entitled  to  notice  and filed  with the  minutes  or
corporate  records.  A director's  attendance at or  participation  in a meeting
waives any required  notice to him or her of the meeting  unless the director at
the  beginning  of the  meeting or  promptly  on his or her  arrival  objects to
holding  the  meeting  or  transacting  business  at the  meeting  and  does not
thereafter vote for or assent to action taken at the meeting.

     SECTION 3.17  PRESUMPTION OF ASSENT. A director who is present at a meeting
of the  board  of  directors  or a  committee  of the  board of  directors  when
corporate  action is taken is deemed to have assented to the action taken unless
either:

          (i)     The  director  objects  at the  beginning  of the  meeting  or
                  promptly   on  the   director's   arrival  to  holding  it  or
                  transacting business at the meeting;

          (ii)    The director's  dissent or abstention from the action taken is
                  entered in the minutes of the meeting; or

          (iii)   The director delivers written notice of the director's dissent
                  or abstention to the presiding  officer of the meeting  before
                  its adjournment or to the Corporation  before 5:00 P.M. on the
                  next business day after the meeting.

     The right of dissent or abstention is not available to a director who votes
in favor of the action taken.

                                   ARTICLE IV
                                     NOTICE

     Whenever  any written  notice to any person is required by the  articles of
incorporation,  these  bylaws,  or law,  it may be given to such  person  either
personally  or by sending a copy thereof  through the mail to his or her address
appearing  on the books of the  Corporation,  or  supplied  by him or her to the
Corporation  for the purpose of notice.  If the notice is sent by mail, it shall
be deemed to have been given to the person  entitled  thereto when  deposited in
the United States mail.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.01 NUMBER,  QUALIFICATIONS  AND DESIGNATION.  The officers of the
Corporation shall be as designated by resolution of the board of directors.  Any
two or more offices may be held by the same person.  Officers may, but need not,
be directors or  shareholders  of the  Corporation.  The board of directors  may
elect from among the  members of the board a chair of the board and a vice chair
of the board,  who shall be considered  officers of the  Corporation  unless the
board specifically determines otherwise at the time of election.

                                       10
<PAGE>
     SECTION 5.02 ELECTION AND TERM OF OFFICE.  The officers of the Corporation,
except  those  elected by delegated  authority  pursuant to Section 5.03 hereof,
shall be elected by the board of  directors,  and each such  officer  shall hold
office  until  such  officer's  successor  shall  have  been  duly  elected  and
qualified,  or until such officer's death,  resignation or removal.  Election or
appointment of an officer shall not itself create contract rights.

     SECTION 5.03 SUBORDINATE OFFICERS. The board of directors from time to time
may elect such other  officers as the business of the  Corporation  may require,
including,  without  limitation,  one or  more  vice  presidents,  one  or  more
assistant secretaries and one or more assistant  treasurers,  each of whom shall
hold office for such period,  have such authority and perform such duties as are
provided in these  bylaws,  or as the board of  directors  from time to time may
determine.  The  directors may delegate to any officer or committee the power to
elect subordinate officers.

     SECTION 5.04 RESIGNATIONS.  An officer may resign at any time by delivering
written  notice to the board of directors,  or to the president or the secretary
of the  Corporation.  Any  resignation  shall be  effective  when the  notice is
delivered,  unless the notice  specifies a later  effective date or event.  If a
resignation  is made  effective  at a later  date or event  and the  Corporation
accepts the future  effective  date, the board of directors may fill the pending
vacancy  before the effective  date if the board of directors  provides that the
successor does not take office until the effective date.

     SECTION 5.05 REMOVAL.  Any officer of the Corporation may be removed by the
board of directors  with or without  cause.  Such  removal  shall not affect the
contract rights, if any, of the person so removed.

     SECTION  5.06  VACANCIES.  A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification or any other cause shall be filled by the
board of  directors  or by the officer or  committee  to which the power to fill
such office has been delegated  pursuant to Section 5.03 hereof, as the case may
be.

     SECTION 5.07 GENERAL POWERS.  All officers of the  Corporation,  as between
themselves  and the  Corporation,  shall have such  authority  and perform  such
duties in the management of the  Corporation as may be provided in these bylaws,
or as may be determined by resolution of the board of directors not inconsistent
with these bylaws.

     SECTION 5.08 THE CHAIR AND VICE CHAIR OF THE BOARD. The chair of the board,
or in the chair's  absence,  the vice chair of the board,  shall  preside at all
meetings of the shareholders and the board of directors,  and shall perform such
other duties as may from time to time be requested by the board of directors.

     SECTION  5.09 THE  CHIEF  EXECUTIVE  OFFICER.  The board of  directors  may
designate a chief  executive  officer who shall perform such duties as from time
to time may be requested by the board of directors.

                                       11
<PAGE>
     SECTION 5.10 THE PRESIDENT.  The president  shall have general  supervision
over the business and operations of the  Corporation,  subject to the control of
the board of directors.  The president shall sign, execute, and acknowledge,  in
the name of the Corporation,  deeds, mortgages, bonds, contracts or other proper
instruments,  except  in cases  where  the board of  directors  or these  bylaws
delegate  to, or  authorize  the  signing and  execution  thereof by, some other
officer or agent of the Corporation. In general, the president shall perform all
duties  incident to the office of president,  and such other duties as from time
to time may be assigned by the board of directors.

     SECTION 5.11 THE VICE PRESIDENTS.  Vice presidents shall perform all duties
incident to the office of vice  president  and such other duties as from time to
time may be assigned to them by the board of  directors  or the  president.  The
vice  presidents,  in the  order  designated  by the board of  directors,  shall
perform the duties of the president in the  president's  absence or  disability.
Notwithstanding  the  foregoing,   those  individuals  who  are  appointed  vice
president of a certain area or department,  such as vice president of marketing,
shall perform only those duties  incident to such area or  department,  and such
other  duties  as from  time to time  may be  assigned  to them by the  board of
directors or the president.

     SECTION 5.12 THE SECRETARY.  The secretary or an assistant secretary shall,
to the extent  possible,  (a) attend all  meetings of the  shareholders  and the
board  of  directors,  (b)  record  all the  votes of the  shareholders  and the
directors and prepare the minutes of the meetings of the shareholders, the board
of directors and  committees of the board in a book or books to be kept for that
purpose,  (c) see that  notices are given and  records and reports are  properly
kept and filed by the Corporation as required by law, (d)  authenticate  records
of the  Corporation,  and,  in general,  (e) perform all duties  incident to the
office of secretary,  and such other duties as from time to time may be assigned
by the board of directors or the president.

     SECTION 5.13 THE TREASURER.  The treasurer or an assistant  treasurer shall
(a) have or  provide  for the  custody  of the  funds or other  property  of the
Corporation  and keep a separate  book  account  of the same,  (b)  collect  and
receive or provide for the collection and receipts of monies earned by or in any
manner due to or  received by the  Corporation,  (c) deposit all funds in his or
her custody as  treasurer  in such banks or other places of deposit as the board
of directors  from time to time may  designate,  (d) whenever so required by the
board of directors,  render an  accounting  showing his or her  transactions  as
treasurer and the financial  condition of the Corporation,  (e) in general,  and
(f)  discharge  such other  duties as from time to time may be  assigned  by the
board of directors or the president.

     SECTION  5.14  OFFICERS'  BONDS.  Any  officer  shall  give a bond  for the
faithful  discharge of such officer's  duties in such sum, if any, and with such
surety or sureties, as the board of directors shall require.

     SECTION 5.15 SALARIES. The salaries of the officers elected by the board of
directors  may be fixed from time to time by the board of  directors  or by such
officer as may be designated  by resolution of the board.  The salaries or other
compensation of any other officers, employees and other agents may be fixed from
time to time by the  officer  or  committee  to which  the  power to elect  such
officers  or to  retain or  appoint  such  employees  or other  agents  has been
delegated  pursuant to Section 5.03 hereof.  No officer shall be prevented  from
receiving  such  salary  or other  compensation  by reason of the fact that such
officer also is a director of the Corporation.

                                       12
<PAGE>
                                   ARTICLE VI
                                      STOCK

     SECTION 6.01 ISSUANCE.  The interest of each shareholder of the Corporation
may be evidenced,  but need not be represented,  by  certificates  for shares of
stock. All share certificates of the Corporation shall be signed either manually
or in facsimile by one or more  officers of the  Corporation  designated  in the
articles  of  incorporation  or by the  board  of  directors,  and may  bear the
corporate seal, which may be a facsimile,  engraved or printed.  If a person who
signed  either  manually or in  facsimile a share  certificate  no longer  holds
office when the certificate is issued, the certificate is nonetheless valid.

     SECTION  6.02  SHARES   WITHOUT   CERTIFICATES.   Unless  the  articles  of
incorporation or these bylaws provide  otherwise,  the board of directors of the
Corporation  may  authorize  the issuance of some or all of the shares of any or
all  of  its  classes  or  series  without  certificates.  Notwithstanding  such
authorization by the board of directors,  every holder of uncertificated  shares
is entitled to receive a certificate  that complies with the requirements in the
BCA, on request to the  Corporation.  The  authorization  does not affect shares
already  represented by certificates  until such certificates are surrendered to
the Corporation.

     SECTION 6.03 SUBSCRIPTIONS FOR SHARES. The board of directors may determine
the payment terms of subscriptions of shares, unless the subscription  agreement
specifies  them.  Any  call  made by the  board  of  directors  for  payment  on
subscriptions  shall be  uniform as far as  practicable  as to all shares of the
same class or series, unless the subscription  agreement specifies otherwise.  A
subscription for shares, whether entered into before or after incorporation,  is
not enforceable unless it is in writing and signed by the party to be charged or
its agent.

     SECTION 6.04 TRANSFERS.  Transfers of shares of stock of the Corporation by
the registered owner thereof, or by his or her duly authorized  attorney,  shall
be made on the books of the  Corporation  on  surrender  of the  certificate  or
certificates,  if any,  for such  shares  properly  endorsed  and with all taxes
thereon paid. No transfer shall be made that is inconsistent with the provisions
of the Uniform Commercial Code as adopted in Arizona.

     SECTION 6.05 SHARE  CERTIFICATES;  SHARE  RECORD  BOOKS.  Certificates  for
shares of the Corporation,  if any, shall be in such form as provided by law and
approved by the board of  directors.  The share record books and the blank share
certificate  books shall be kept by the secretary or by any agency designated by
the board of  directors  for that  purpose.  The  Corporation  or an agent shall
maintain a record of its  shareholders  in a form that permits  preparation of a
list of the names and addresses of all shareholders and in alphabetical order by
class of shares  showing  the  number  and class of shares  held by each.  Every
certificate   exchanged  or  returned  to  the   Corporation   shall  be  marked
"Cancelled," with the date of cancellation.

     SECTION 6.06 LOST, DESTROYED,  MUTILATED OR STOLEN CERTIFICATES. The holder
of any  certificates  representing  shares  of  stock of the  Corporation  shall
immediately notify the Corporation of any loss, destruction, mutilation or theft

                                       13
<PAGE>
of the certificate therefor,  and the board of directors may, in its discretion,
cause a new  certificate or  certificates to be issued to such holder in case of
mutilation of the certificate,  upon the surrender of the mutilated certificate,
or, in case of loss, destruction or theft of the certificate,  upon satisfactory
proof of such loss,  destruction or theft,  and, if the board of directors shall
so determine,  the submission of a properly executed lost security affidavit and
indemnity agreement,  or the deposit of a bond in such form and in such sum, and
with such surety or sureties, as the board of directors may direct.

     SECTION 6.07  TRANSFER  AGENT AND  REGISTRAR.  The board of  directors  may
appoint  one or  more  transfer  agents  or  transfer  clerks  and  one or  more
registrars, and may require all certificates for shares to bear the signature or
signatures of any of them.

                                   ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.01 CORPORATE  SEAL. The  Corporation may have a corporate seal in
the  form of a  circle  containing  the  name of the  Corporation,  the  year of
incorporation  and  such  other  details  as may be  approved  by the  board  of
directors.  Nothing in these bylaws shall require the  impression of a corporate
seal to  establish  the  validity  of any  document  executed  on  behalf of the
Corporation.

     SECTION 7.02 CHECKS.  All checks,  notes, bills of exchange or other orders
in writing  shall be signed by such person or persons as the board of  directors
from time to time may designate.

     SECTION 7.03 CONTRACTS. The board of directors may authorize any officer or
officers,  agent or agents to enter into any  contract  or to execute or deliver
any instrument on behalf of the  Corporation,  and such authority may be general
or confined to specific instances.

     SECTION 7.04 DEPOSITS. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies, or
other  depositories as the board of directors may approve or designate,  and all
such  funds  shall be  withdrawn  only  upon  checks  signed by such one or more
officers  or  employees  as the  board  of  directors  from  time to time  shall
determine.

     SECTION 7.05 FINANCIAL STATEMENTS.

     (a) The  Corporation  shall furnish to the  shareholders  annual  financial
statements  of the  Corporation  (and, if  applicable,  its  subsidiaries)  that
include a  balance  sheet as of the end of the  Corporation's  fiscal  year,  an
income  statement  for the  year  then  ended  and a  statement  of  changes  in
shareholders'  equity for the year then ended,  unless that information  appears
elsewhere  in the  financial  statements.  Such  financial  statements  shall be
prepared  in  accordance  with  generally  accepted  accounting   principles  if
financial  statements are prepared for the  Corporation  on that basis.  If such
financial  statements  are reported on by a certified  public  accountant,  such
report shall accompany such financial  statements.  If such financial statements
are not reported on by a certified public accountant,  such financial statements
shall be accompanied  by a statement of the president or the person  responsible
for the Corporation's accounting records:

                                       14
<PAGE>
          (i)     Stating that person's reasonable belief whether such financial
                  statements  were  prepared on the basis of generally  accepted
                  accounting  principles  and, if not,  describing  the basis of
                  preparation; and

          (ii)    Describing  any  respects in which such  financial  statements
                  were not prepared on a basis of accounting consistent with the
                  prior years' financial statements.

Such financial statements shall be mailed to each shareholder within one hundred
and twenty (120) days after the end of the Corporation's fiscal year. On written
request from a shareholder,  the  Corporation  shall mail that  shareholder  the
latest annual financial statements.

     (b) If the  Corporation  indemnifies  or  advances  expenses  to a director
pursuant to the BCA, the Corporation shall report the indemnification or advance
in writing to the shareholders  with or before the annual  financial  statements
required by Section 7.05(a) above. Failure to report under this section does not
invalidate otherwise valid indemnification.

     SECTION 7.06 Corporate Records.

     (a) There shall be kept at the Corporation's  known place of business or at
the office of an agent an original or duplicate record of:

          (i)     The articles of incorporation (as amended);

          (ii)    The bylaws (as amended);

          (iii)   Resolutions  adopted by the board of directors creating one or
                  more  classes or series of shares and  fixing  their  relative
                  rights, preferences and limitations, if shares issued pursuant
                  to those resolutions are outstanding;

          (iv)    Minutes  of all  shareholders'  meetings  and  records  of all
                  action taken by shareholders  without a meeting,  for the past
                  three years;

          (v)     All written  communications  to shareholders  generally within
                  the past three years, including financial statements furnished
                  within such period;

          (vi)    A  list  of  the  names   and   business   addresses   of  the
                  Corporation's current directors and officers;

          (vii)   The  most  recent  annual  report  delivered  to  the  Arizona
                  Corporation Commission; and

          (viii)  Any agreement among shareholders pursuant to Section 10-732 of
                  the BCA.

                                       15
<PAGE>
     (b) The Corporation shall maintain appropriate accounting records.

     (c) All corporate records shall be in written form, or another form capable
of conversion into written form within a reasonable period of time.

     (d) Any  shareholder who shall have been a holder of record of shares or of
a voting trust beneficial  interest therefor at least six (6) months immediately
preceding a demand,  or will be the holder of record of, or the holder of record
of a voting trust beneficial interest for, at least five percent (5%) of all the
outstanding  shares of the  Corporation,  upon five (5) business  days'  written
demand  directed to the  Corporation,  is  entitled to inspect and copy,  during
regular business hours, at the Corporation's principal office, the Corporation's
books and records set forth in Section 7.06(a).

     (e) Any  shareholder who shall have been a holder of record of shares or of
a voting trust beneficial  interest therefor at least six (6) months immediately
preceding  its  demand,  or will be the  holder of record  of, or the  holder of
record of a voting trust beneficial  interest for, at least five percent (5%) of
all the  outstanding  shares of the  Corporation,  upon five (5) business  days'
written  demand  directed to the  Corporation,  is entitled to inspect and copy,
during regular business hours, at the principal  office of the Corporation,  the
following books and records of the Corporation:

          (i)     Excerpts   from  minutes  of  any  meeting  of  the  board  of
                  directors, records of any action of committees, minutes of any
                  shareholders'  meetings  and  records  of action  taken by the
                  shareholders or board of directors  without a meeting,  to the
                  extent not subject to inspection  in  accordance  with section
                  7.06(d);

          (ii)    Accounting records of the Corporation;

          (iii)   The record of shareholders; and

          (iv)    The Corporation's most recent financial  statements showing in
                  reasonable  detail its assets and  liabilities and the results
                  of its operations

if such  shareholder's  demand is made in good  faith and for a proper  purpose,
such  shareholder  describes with reasonable  particularity  its purpose and the
records it desires to inspect and the records are  directly  connected  with the
shareholder's purpose.

     (f) A  shareholder's  agent or attorney shall have the same  inspection and
copying rights as the shareholder he or she represents.

     (g) The  Corporation  may impose a reasonable  charge to cover the costs of
labor and material for copies of documents  provided to such shareholder,  which
charge shall not exceed the estimated cost of production or  reproduction of the
records.

     SECTION 7.07 Voting  Securities Held by the  Corporation.  Unless otherwise
ordered  by the board of  directors,  the  president  shall  have full power and
authority on behalf of the  Corporation  to attend and to act and to vote at any
meeting of security  holders of other  corporations in which the Corporation may

                                       16
<PAGE>
hold  securities.  At such meeting the president  shall possess and may exercise
any and all rights and powers incident to the ownership of such securities which
the Corporation  might have possessed and exercised if it had been present.  The
board of directors  from time to time may confer  similar  powers upon any other
person or persons.

     SECTION 7.08 Amendment of Bylaws.

     (a) Except as may otherwise be provided in the articles of incorporation or
the BCA,  these  bylaws may be amended or repealed by the board of  directors of
the Corporation at any regular or special  meeting of directors,  subject to the
shareholders,  in amending or repealing a particular bylaw,  expressly providing
that the board of directors may not amend or repeal that bylaw. The shareholders
of the  Corporation  may amend or repeal these bylaws even though the bylaws may
also be amended or repealed by the board of directors.

     (b) Bylaw  provisions  that require  super  majority  voting to  effectuate
shareholder or director action shall only be amended in accordance with Sections
10-1021 and 10-1022 of the BCA.

                                  CERTIFICATION

     I hereby  certify that the foregoing  bylaws were duly adopted by the board
of directors of the Corporation as of the 24th day of January of the year 2001.


                                        /s/ Peter I. Cavallaro
                                        ----------------------------------------
                                        Peter I. Cavallaro, Secretary

                                       17